<PAGE> 1
U.S. SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 10-Q
(Mark One)
/x/ QUARTERLY REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT
OF 1934
For the quarterly period ended March 31, 1996
------------------------
/ / TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE EXCHANGE ACT
For the transition period from to
------------- -------------
Commission file number 0-23622
-----------------
VECTRA BANKING CORPORATION
- - ------------------------------------------------------------------------------
(Exact name of small business issuer as
specified in its charter)
COLORADO 84-1087703
- - --------------------------------- ---------------------------------
(State or other jurisdiction (IRS Employer Identification No.)
of incorporation or organization)
1650 South Colorado Boulevard, Suite 320, Denver, CO 80222
- - ------------------------------------------------------------------------------
(Address of principal executive offices)
(303) 782-7440
- - ------------------------------------------------------------------------------
(Issuer's telephone number)
- - ------------------------------------------------------------------------------
(Former name, former address and former fiscal year,
if changed since last report)
Check whether the issuer(1) filed all reports required to be filed by
Section 13 or 15(d) of the Exchange Act during the past 12 months (or for such
shorter period that the registrant was required to file such reports), and (2)
has been subject to such filing requirements for the past 90 days.
Yes X No
--- ---
APPLICABLE ONLY TO ISSUERS INVOLVED IN BANKRUPTCY
PROCEEDINGS DURING THE PRECEDING FIVE YEARS
Check whether the registrant filed all documents and reports required
to be filed by Section 12, 13 or 15(d) of the Exchange Act after the
distribution of securities under a plan confirmed by a court. Yes No
--- ---
APPLICABLE ONLY TO CORPORATE ISSUERS
State the number of shares outstanding of each of the issuer's class of
common equity, as of the latest practicable date: 3,195,279
---------------
Transitional Small Business Disclosure Format (Check one): Yes No X
--- ---
1
<PAGE> 2
VECTRA BANKING CORPORATION
PART I
FINANCIAL INFORMATION
Item 1. Financial Statements
The accompanying unaudited interim consolidated financial statements have been
prepared in accordance with the instructions for Form 10-Q and do not include
all of the information and footnotes required by generally accepted accounting
principles for complete financial statements. All adjustments which are, in the
opinion of management, of a normal recurring nature necessary to a fair
statement of results for the interim periods presented have been made. The
results of operations for such interim periods are not necessarily indicative of
results of operations for a full year. The statements should be read in
conjunction with the summary of significant accounting policies and notes to
consolidated financial statements included in the Company's (or "Vectra") Form
10-K for the fiscal year ended December 31, 1995.
2
<PAGE> 3
VECTRA BANKING CORPORATION AND SUBSIDIARIES
CONSOLIDATED BALANCE SHEETS
(UNAUDITED)
<TABLE>
<CAPTION>
March December
31, 1996 31, 1995
-------- --------
ASSETS (Dollars in thousands)
- - -----------------------------------------
<S> <C> <C>
Cash and due from banks $ 17,235 $ 17,320
Federal funds sold -- 2,000
Securities available for sale, at market value 175,686 170,384
Securities held to maturity 535 814
Federal Home Loan Bank stock 3,873 5,173
Loans 206,393 206,664
Less allowance for loan loss (2,596) (2,493)
----------- -----------
Net loans 203,797 204,171
Real estate acquired by foreclosure 942 919
Premises and equipment, net 10,439 10,575
Deferred income taxes 2,505 2,422
Other assets 4,384 4,028
----------- -----------
TOTAL ASSETS $ 419,396 $ 417,806
=========== ===========
LIABILITIES AND SHAREHOLDERS' EQUITY
- - -----------------------------------------
Deposits:
Demand $ 81,994 $ 80,058
NOW and money market 64,301 63,704
Savings 106,664 99,254
Time deposits under $100,000 47,644 49,511
Time deposits $100,000 and over 13,948 14,558
----------- -----------
Total deposits 314,551 307,085
Federal Home Loan Bank advances and federal funds purchased 65,500 70,345
Securities and loans sold under repurchase agreements 5,403 7,429
Notes payable 1,046 1,051
Accounts payable and other liabilities 1,926 1,711
----------- -----------
Total liabilities 388,426 387,621
----------- -----------
Shareholders' equity:
Preferred stock 8,050 8,050
Common stock 25,610 25,604
Retained earnings 974 170
----------- -----------
Realized shareholders' equity 34,634 33,824
Unrealized loss on securities available for sale (3,664) (3,639)
----------- -----------
Total shareholders' equity 30,970 30,185
----------- -----------
TOTAL LIABILITIES AND SHAREHOLDERS' EQUITY $ 419,396 $ 417,806
=========== ===========
Realized shareholders' equity per common share $ 8.32 $ 8.07
=========== ===========
Book value per common share $ 7.17 $ 6.93
=========== ===========
Common shares outstanding at end of period 3,195,279 3,195,269
CAPITAL RATIOS:
Total capital to risk-weighted assets 13.90% 13.69%
Tier 1 capital to risk-weighted assets 12.92% 12.74%
Tier 1 capital to tangible assets 7.82% 7.69%
Equity to total assets 7.38% 7.22%
</TABLE>
3
<PAGE> 4
VECTRA BANKING CORPORATION AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF OPERATIONS
(UNAUDITED)
<TABLE>
<CAPTION>
For the quarters ended
----------------------
March 31, March 31,
1996 1995
---- ----
(Dollars in thousands, except share
and per share amounts)
<S> <C> <C>
Interest income:
Interest and fees on loans $ 5,306 $ 4,711
Interest on investments and federal funds sold 2,581 4,002
---------- -----------
Total interest income 7,887 8,713
---------- -----------
Interest expense:
Interest on deposits:
NOW, money market and savings accounts 1,521 1,239
Time deposits under $100,000 681 327
Time deposits $100,000 and over 201 104
Advances from the Federal Home Loan Bank and federal
funds purchased 920 2,422
Securities and loans sold under agreements to repurchase 71 43
Notes payable 24 26
---------- -----------
Total interest expense 3,418 4,161
---------- -----------
Net interest income 4,469 4,552
Provision for loan losses 179 200
---------- -----------
Net interest income after provision for loan losses 4,290 4,352
---------- -----------
Other income:
Service fees on deposit accounts 706 633
Gain on sales of loans 390 79
Net loss on sale of securities 0 (9)
Other 47 25
---------- -----------
Total other income 1,143 728
---------- -----------
Other expenses:
Salaries and employee benefits 2,267 1,988
Net occupancy 633 539
Other 1,134 1,225
---------- -----------
Total other expenses 4,034 3,752
---------- -----------
Earnings before income taxes 1,399 1,328
Income tax expense 410 463
---------- -----------
Net earnings 989 865
Preferred stock dividend 185 185
========== ===========
Net earnings available to common shareholders $ 804 $ 680
========== ===========
Earnings per weighted average common share outstanding:
Earnings per share $ 0.25 $ 0.21
========== ===========
Weighted average common shares outstanding 3,195,279 3,195,269
========== ===========
</TABLE>
4
<PAGE> 5
VECTRA BANKING CORPORATION AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CASH FLOWS
(UNAUDITED)
<TABLE>
<CAPTION>
For the three months ended
--------------------------
March 31, March 31,
1996 1995
---- ----
(In thousands)
<S> <C> <C>
Net cash provided by operating activities $ 1,200 $ 1,745
-------- --------
Cash flows from investing activities:
Net decrease (increase) in loans 172 1,417
Purchase of securities available for sale (12,082) (1,989)
Purchase of securities held to maturity (1,462)
Proceeds from sales of securities available for sale 4,640 1,010
Proceeds from maturities of securities available for sale 2,133 2,020
Proceeds from maturities of securities held to maturity 285 1,925
Net decrease (increase) in federal funds sold 2,000 (830)
Other 1,162 23
-------- --------
Net cash provided (used) by investing activities (1,690) 2,115
-------- --------
Cash flows from financing activities:
Net increase (decrease) in deposits 7,466 (6,131)
Net increase (decrease) in FHLB advances and federal funds purchased (4,845) 1,610
Repayment of notes payable (5) (7)
Preferred stock dividend (185) (185)
Net decrease in securities and loans sold under repurchase agreements (2,026) (1,568)
-------- --------
Net cash provided (used) by financing activities 405 (6,281)
-------- --------
Net decrease in cash and due from banks (85) (2,422)
Cash and due from banks at beginning of period 17,320 17,249
-------- --------
Cash and due from banks at end of period $ 17,235 $ 14,827
======== ========
</TABLE>
5
<PAGE> 6
Note 1. Basis of Presentation
The accompanying consolidated financial statements have been prepared pursuant
to the rules and regulations of the Securities and Exchange Commission (SEC) and
in management's opinion, include all adjustments necessary for a fair
presentation of results for such interim periods. Certain information and note
disclosures normally included in annual financial statements prepared in
accordance with generally accepted accounting principles have been omitted
pursuant to SEC regulations; however, the Company believes that the disclosures
made are adequate to make the information presented not misleading.
The interim results for the periods ended March 31, 1996 and 1995, are not
necessarily indicative of results for the full calendar year. These financial
statements should be read in conjunction with the consolidated financial
statements and notes to consolidated financial statements included in the Form
10-K for the year ended December 31, 1995.
Note 2. Pending Acquisition
Vectra's acquisition of Bank Land Company, the parent of Southwest State Bank,
received approval from the Federal Reserve Bank of Kansas City and the State of
Colorado Division of Banking in April 1996. The acquisition , which has been
approved by the Boards of Directors of Bank Land Company, Southwest State Bank
and Vectra Banking Corporation, is subject to, among other contingencies,
approval by the Federal Deposit Insurance Corporation and the shareholders of
Bank Land Company and Southwest State Bank. The shareholders of Bank Land
Company and Southwest State Bank will receive a combination of cash and a new
Vectra Banking Corporation convertible preferred stock issue for a total
consideration of approximately $22.3 million.
Item 2. Management's Discussion and Analysis
It is presumed that readers of these interim financial statements have read or
have access to the Management's Discussion and Analysis of Financial Condition
and Results of Operation for the years ended December 31, 1995 and 1994,
included in Vectra's Form 10-K for the year ended December 31, 1995.
COMPARISON OF STATEMENTS OF CONDITION
ASSETS. The total assets of the Company increased $1.6 million to
$419.4 million at March 31, 1996 from $417.8 million at December 31, 1995.
Securities available for sale increased $5.3 million to $175.7 at March 31, 1996
from $170.4 million at December 31, 1995. There were no other material changes
in asset balances.
ALLOWANCE FOR LOAN LOSSES. The following table sets forth information
regarding changes in the Vectra's allowance for loan losses for the period
indicated.
6
<PAGE> 7
<TABLE>
<CAPTION>
For the three
months ended
March 31,
1996
------------
(Dollars in
thousands)
<S> <C>
Balance, beginning of period $2,493
Provision for loan losses 179
Recoveries 33
Charge offs (109)
------
Balance, end of period $2,596
======
</TABLE>
Vectra maintains its allowance for loan losses at a level considered by
management to be adequate to cover the risk of loss in the loan portfolio at a
particular point in time. Management's judgment as to whether an additional
amount should be added to the reserve in excess of the amount of loan losses
takes into consideration a number of factors, including loss experience in
relation to outstanding loans and existing level of the reserve for losses, a
continuing review of problem loans and overall portfolio quality, regular
examinations of loan portfolios conducted by Vectra's staff and by state and
federal supervisory authorities, and economic conditions.
NONPERFORMING ASSETS. The following table sets forth information
concerning Vectra's nonperforming assets as of the dates indicated.
<TABLE>
<CAPTION>
March 31, December 31,
1996 1995
--------- ------------
(Dollars in thousands)
<S> <C> <C>
Loans 90 days or more delinquent and
still accruing interest $ 90 $ 83
Nonaccrual loans 1,277 1,292
Restructured loans -- --
------- -------
Total nonperforming loans 1,367 1,375
Real estate and other
assets acquired by foreclosure 1,002 994
------- -------
Total nonperforming assets $ 2,369 $ 2,369
======= =======
Nonperforming assets to total assets 0.56% 0.57%
Nonperforming assets to total equity 7.65% 7.85%
Nonperforming loans to total loans 0.66% 0.67%
Allowance for loan losses to
nonperforming loans 189.90% 181.31%
Allowance for loan losses to total loans 1.26% 1.21%
</TABLE>
LIABILITIES. Total deposits increased $7.5 million, or 2.4%, to $314.6
million at March 31, 1996 from $307.1 million at December 31, 1995. Federal Home
Loan Bank advances and federal funds purchased decreased $4.8 million to $65.5
million at March 31, 1996 from $70.3 million at December 31, 1995.
7
<PAGE> 8
SHAREHOLDERS' EQUITY. Vectra's shareholders' equity increased
approximately $785,000 during the quarter, principally as a result of earnings.
The Company has chosen to designate substantially all of its securities
investment portfolio as available-for-sale. Accounting standards require that
unrealized gains and losses in the estimated value of the available-for-sale
portfolio (net of tax) be "marked-to-market" and reflected as a separate item in
the shareholders' equity section of the balance sheet. This results in
fluctuations in equity (both increases and decreases) resulting from changes in
the market value of the entire securities portfolio. There was essentially no
change in unrealized loss on securities available for sale at March 31, 1996
from the balance at December 31, 1995.
COMPARISONS OF STATEMENTS OF OPERATIONS
The following table provides a summary of the major elements of income and
expense for the first quarter of 1996 compared with the first quarter of 1995.
<TABLE>
<CAPTION>
For the three months Impact on
ended March 31, net income
-------------------- increase %
1996 1995 (decrease) change
------- -------- ---------- -------
<S> <C> <C> <C> <C>
Interest income $ 7,887 $ 8,713 $ (826) (9.48%)
Interest expense (3,418) (4,161) 743 (17.86%)
------- ------- ------
Net interest income 4,469 4,552 (83) (1.82%)
Provision for loan losses (179) (200) 21 (10.50%)
------- ------- ------
Net interest income after
provision for loan losses 4,290 4,352 (62) (1.42%)
Total other income 1,143 728 415 57.01%
Total other expenses (4,034) (3,752) (282) 7.52%
------- ------- ------
Income before income taxes 1,399 1,328 71 5.35%
Income tax expense (410) (463) 53 (11.45%)
------- ------- ------
Net earnings $ 989 $ 865 $ 124 14.34%
======= ======= ======
Earnings per weighted average
share outstanding $0.25 $0.21 $0.04 19.05%
======= ======= ======
</TABLE>
NET INTEREST INCOME. For most financial institutions, the primary
component of earnings is net interest income. Net interest income is the
difference between interest income, principally from loans and investment
securities, and interest expense, principally on customer deposits and
borrowings. Changes in net interest income result from changes in volume, net
interest spread and net interest margin. Volume refers to the average dollar
levels of interest-earning assets and interest-bearing liabilities. Net interest
spread refers to the difference between the average yield on interest-earning
assets and the average cost of interest-bearing liabilities. Net interest margin
refers to net interest income divided by average interest-earning assets and is
influenced by the level and relative mix of interest-earning assets and
interest-bearing liabilities.
The following table sets forth information for the periods indicated with regard
to average balances of assets and liabilities, as well as the total dollar
amounts of interest income from interest-earning assets and interest expense on
interest-bearing liabilities, resultant yields or costs, net interest income,
net interest spread, net interest margin and the ratio of average
interest-earning assets to average interest-bearing liabilities for Vectra.
These schedules include no adjustments related to tax-exempt interest as such
interest has not been significant.
8
<PAGE> 9
VECTRA BANKING CORPORATION AND SUBSIDIARIES
<TABLE>
<CAPTION>
For the three months ended March 31,
-------------------------------------------------------------
1996 1995
----------------------------- -----------------------------
Interest Average Interest Average
Average earned yield Average earned yield
balance or paid or cost balance or paid or cost
------- ------- ------- ------- ------- -------
(Dollars in thousands)
<S> <C> <C> <C> <C> <C> <C>
ASSETS
Investments $171,596 2,508 5.88% $234,991 3,871 6.68%
Federal Home Loan Bank stock 4,874 73 6.02% 8,847 131 6.01%
Loans (1) 204,171 5,306 10.45% 179,578 4,711 10.64%
-------- ----- -------- -----
Total interest-earning assets 380,641 7,887 8.33% 423,416 8,713 8.35%
Noninterest-earning assets
Cash and due from banks 16,829 15,749
Allowance for loan losses (2,547) (2,081)
Other 17,848 19,842
-------- --------
Total assets $412,771 $456,926
======== ========
LIABILITIES AND SHAREHOLDERS' EQUITY
Deposits:
NOW and money market accounts $ 63,929 393 2.47% $ 68,965 436 2.56%
Savings 102,878 1,128 4.41% 81,198 803 4.01%
Certificates of deposit:
Under $100,000 48,202 681 5.68% 28,956 327 4.58%
$100,000 and over 14,152 201 5.71% 8,782 104 4.80%
Total interest-bearing deposits -------- ----- -------- -----
229,161 2,403 4.22% 187,901 1,670 3.60%
-------- ----- -------- -----
Federal Home Loan Bank advances and federal funds purchased 66,527 920 5.56% 161,765 2,422 6.07%
Securities sold under repurchase agreements 6,026 71 4.74% 3,693 43 4.72%
Notes Payable 1,049 24 9.20% 1,106 26 9.53%
-------- ----- -------- -----
Total interest-bearing liabilities 302,763 3,418 4.54% 354,465 4,161 4.76%
Noninterest-bearing demand accounts 76,912 76,261
-------- --------
Total deposits and interest-
bearing liabilities 379,675 430,726
Other noninterest-bearing liabilities 2,404 2,000
-------- --------
Total liabilities 382,079 432,726
Shareholders' equity 30,692 24,200
-------- --------
Total liabilities and
shareholders' equity $412,771 $456,926
======== ========
Net interest income $4,469 $4,552
====== ======
Net interest spread 3.79% 3.58%
==== ====
Net interest margin 4.72% 4.36%
==== ====
Ratio of average interest-earning assets to
average interest-bearing liabilities 126% 119%
======== ========
</TABLE>
(1) Loans are net of unearned discount. Nonaccruals are included in average
loans outstanding. Loan fees are included in interest income as follows: 1996 -
$284,000; 1995 - $251,000
9
<PAGE> 10
The following table illustrates, for the periods indicated, the changes in
Vectra's net interest income due to changes in volume and changes in interest
rate. Changes in net interest income due to both volume and rate have been
included in the changes due to rate.
<TABLE>
<CAPTION>
For the three months ended March 31,
1996 compared to 1995:
increase (decrease) in
net interest income
due to changes in
-----------------------------------
Volume Rate Total
------ ------ -----
(Dollars in thousands)
<S> <C> <C> <C>
INTEREST EARNING ASSETS
Investments $(1,017) $ (346) $(1,363)
Investment in the stock of the Federal Home Loan Bank (58) -- (58)
Loans 703 (108) 595
------- ------ -------
Total interest earning assets (372) (454) (826)
INTEREST BEARINGS DEPOSITS
NOW and money market accounts 28 15 43
Savings (227) (98) (325)
Time certificates of deposit under $100,000 (225) (129) (354)
Time certificates of deposit $100,000 and over (66) (31) (97)
Federal Home Loan Bank advances and federal funds purchased 1,416 86 1,502
Securities and loans sold under repurchase agreements (28) -- (28)
Notes Payable 1 1 2
------- ------ -------
Total interest bearing liabilities 899 (156) 743
Net increase (decrease) in net interest income $ 527 $ (610) $ (83)
======= ====== =======
</TABLE>
RESULTS OF OPERATIONS
THREE MONTHS ENDED MARCH 31, 1996 AND 1995
INTEREST INCOME. Interest income decreased $826,000 to $7.9 million in
the first quarter of 1996 from $8.7 million in the same quarter of 1995. The
decrease was primarily a result of asset mix change with average loans
increasing by $24.6 million while average investments declined by $63.4 million.
These changes are consistent with management's desire to continue the expansion
of the loan portfolio while allowing investments to decline as a percent of
total assets. In addition to the volume changes, lower average interest rates in
the first quarter of 1996 compared to 1995 also contributed to the increase in
interest income. Management continues to focus on loan growth. Most of the
Company's investments are in floating rate securities tied to a variety of
indices. The yield on investments in the first quarter of 1996 decreased 0.80%
compared to the same period in 1995, due to declines in the indices to
which the variable rate securities are tied.
10
<PAGE> 11
INTEREST EXPENSE. Interest expense decreased $743,000 to $3.4 million
in the first quarter of 1996 from $4.2 million in the same period of 1995. This
decrease was primarily a result of a $95.3 million decrease in average FHLB
borrowings which together with a 0.51% decline in the average cost of such
borrowings contributed $1.5 million to the decline in interest expense.
Partially offsetting the decline related to FHLB borrowings was a $41.3 million
increase in average interest-bearing deposits which combined with a 0.62%
increase in average cost of such deposits contributed a $733,000 increase in
interest expense. During 1995 and continuing in the first quarter of 1996, the
Company focused on replacing FHLB borrowings with deposits which have a lower
average cost. Expansion of the depositor base also provides added customer cross
selling opportunities. The Company expects, however, to continue to supplement
its deposit funding with borrowed funds to fund loan demand and to finance its
investment portfolio.
NET INTEREST INCOME. Net interest income decreased $83,000 in the first
quarter of 1996 compared to the same period in 1995. The decrease in net
interest income resulted from the $42.8 million decrease in average
interest-earning assets partially offset by the increase in the net interest
margin. Net interest margin increased to 4.72% in 1996 from 4.36% in 1995. The
principal reasons for the increase in net interest margin relate to changes in
the mix of assets and liabilities. Higher yielding loans have increased while
lower yielding investments have declined and higher costing FHLB borrowings have
declined and been replaced in part by lower costing deposits.
OTHER INCOME. Other income increased $415,000 to $1.1 million in the
first quarter of 1996 from $728,000 in the same period of 1995, principally as a
result of a $311,000 increase in gain on sales of loans. The Company's purchase
of MacWest Mortgage Company on June 30, 1995, which substantially increased the
Company's mortgage lending capacity, resulted in an increase in gain on sales of
mortgage loans by $211,000 to $223,000 in the first quarter of 1996 compared to
$12,000 in the same quarter of 1995. A $100,000 increase in gain on sales of SBA
loans to $167,000 from $67,000 in the corresponding period accounted for the
remainder of the increase in gains. The remainder of the increase in other
income was from a $73,000 increase in service fees on deposit accounts.
OTHER EXPENSES. Other expenses increased $282,000 to $4.0 million in
the first quarter of 1996 from $3.7 million in the same period of 1995. The
increase consisted of a $279,000 increase in salaries and employee benefits, a
$94,000 increase in net occupancy and a $91,000 decrease in other miscellaneous
expenses. The increase in the mortgage lending staff caused $155,000 of the
increase in salaries and employee benefits with merit increases and other
changes accounting for the remainder. The increases in net occupancy related
primarily to depreciation of new computer hardware and software. A decrease in
FDIC premiums was the primary contributor to the decrease in other miscellaneous
expenses.
11
<PAGE> 12
PART II - OTHER INFORMATION
Item 1. Legal Proceedings
None
Item 2. Changes in Securities
None
Item 3. Defaults Upon Senior Securities
None
Item 4. Submission of Matters to a Vote of Security Holders
None
Item 5. Other Information
None
Item 6. Exhibits and Reports on Form 8-K
Exhibits: 27 Financial Data Schedule
Reports: None
12
<PAGE> 13
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the
Registrant has duly caused this report to be signed on its behalf by the
undersigned thereunto duly authorized.
Date: 5/15/96 By: /s/ Ray L. Nash
-------- ----------------------------------------------------------
Ray L. Nash, Chief Financial Officer (Chief Accounting Officer)
Authorized Signatory
13
<PAGE> 14
EXHIBIT INDEX
Exhibit
Number Exhibit Description Page
- - ------- ------------------- ----
27 Financial Data Schedule
<TABLE> <S> <C>
<ARTICLE> 9
<MULTIPLIER> 1,000
<S> <C>
<PERIOD-TYPE> 3-MOS
<FISCAL-YEAR-END> DEC-31-1995
<PERIOD-START> JAN-01-1996
<PERIOD-END> MAR-31-1996
<CASH> 17,235
<INT-BEARING-DEPOSITS> 0
<FED-FUNDS-SOLD> 0
<TRADING-ASSETS> 0
<INVESTMENTS-HELD-FOR-SALE> 175,686
<INVESTMENTS-CARRYING> 535
<INVESTMENTS-MARKET> 535
<LOANS> 206,393
<ALLOWANCE> 2,596
<TOTAL-ASSETS> 419,396
<DEPOSITS> 314,551
<SHORT-TERM> 0
<LIABILITIES-OTHER> 1,926
<LONG-TERM> 1,046
0
8,050
<COMMON> 25,610
<OTHER-SE> (2,690)
<TOTAL-LIABILITIES-AND-EQUITY> 419,396
<INTEREST-LOAN> 5,306
<INTEREST-INVEST> 2,581
<INTEREST-OTHER> 0
<INTEREST-TOTAL> 7,887
<INTEREST-DEPOSIT> 0
<INTEREST-EXPENSE> 3,418
<INTEREST-INCOME-NET> 4,469
<LOAN-LOSSES> 179
<SECURITIES-GAINS> 0
<EXPENSE-OTHER> 4,034
<INCOME-PRETAX> 1,399
<INCOME-PRE-EXTRAORDINARY> 989
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> 989
<EPS-PRIMARY> .25
<EPS-DILUTED> .25
<YIELD-ACTUAL> 8.33
<LOANS-NON> 1,277
<LOANS-PAST> 90
<LOANS-TROUBLED> 0
<LOANS-PROBLEM> 0
<ALLOWANCE-OPEN> 2,493
<CHARGE-OFFS> 109
<RECOVERIES> 33
<ALLOWANCE-CLOSE> 2,596
<ALLOWANCE-DOMESTIC> 2,596
<ALLOWANCE-FOREIGN> 0
<ALLOWANCE-UNALLOCATED> 0
</TABLE>
